Sanfilippo John B & Son Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to serve until the next annual meeting and until their successors are duly elected and qualified: three nominees elected by Common Stock holders and seven nominees elected by Class A Stock holders.

2. 2

   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP to audit the company’s consolidated financial statements and provide other professional services for fiscal 2027.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers as described in the Compensation Discussion and Analysis and Summary Compensation Table.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers. The vote covers the compensation described in the Compensation Discussion and Analysis and Summary Compensation Table rather than any single pay element or a general compensation policy. Management is seeking approval to demonstrate continued stockholder support for a program intended to attract, motivate, reward and retain executives capable of creating sustained stockholder value. The company emphasizes a pay-for-performance structure that includes base salary, annual SVA Plan incentives, restricted stock units and performance restricted stock units. The SVA Plan links annual incentives to year-over-year improvement in economic profit, while equity awards are intended to promote retention, long-term performance and alignment with stockholders. The company reports that fiscal 2026 financial performance exceeded targeted levels and resulted in above-target annual incentive compensation for the named executive officers. The proxy also highlights clawback arrangements, limited perquisites, stock ownership requirements and the company’s use of an independent compensation consultant. Approximately 98.2% of votes cast supported the prior year’s Say on Pay proposal, and the Compensation and Human Resources Committee determined that no significant changes were required as a result. Although the vote is advisory and does not formally approve or reject compensation, the Board and Compensation and Human Resources Committee will consider the outcome in future compensation decisions. The Board recommends voting FOR because it believes the program is appropriately designed and effectively aligns executive interests with long-term stockholder value creation.

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When is the Sanfilippo John B & Son Inc 2026 annual meeting?

Sanfilippo John B & Son Inc (JBSS) holds its 2026 annual shareholder meeting on Wednesday, October 28, 2026.

What is the record date for the Sanfilippo John B & Son Inc 2026 meeting?

The record date for the Sanfilippo John B & Son Inc 2026 meeting is Tuesday, September 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sanfilippo John B & Son Inc's 2026 meeting?

The board is presenting 10 director nominees at the Sanfilippo John B & Son Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sanfilippo John B & Son Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Sanfilippo John B & Son Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.